Listed Entities Update 10/15 - Important ASX listing rule information
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Listed@ASX
Compliance Update
17 September 2015
Update no 10/15
 
1. Dividend and Distribution Information
Listed entities declaring a dividend or distribution for the period ending 30 September 2015 are reminded that they must use ASX Online forms to announce the dividend or distribution and that if they wish to set a record date of 30 September 2015, they will need to announce the dividend or distribution by no later than 23 September 2015 (Day 0 in the Appendix 6A Paragraph 1 timetable).

Listed entities should include the following information in such announcements (see Appendix 6A paragraph 1):

Conduit foreign income - where an entity announces a dividend or distribution that is fully or partially unfranked, the announcement should make clear the conduit foreign income (CFI) component of that dividend or distribution, even if the CFI component is nil.

In the online form, please note that questions 3A.4 Franked amount, 3A.6 Unfranked amount and 3A.7 Conduit Foreign Income amount should all add up to the total amount of the dividend/ distribution as advised at question 3A.1b (that is, the Conduit Foreign Income amount is exclusive of the Unfranked amount). The announcement of franking details is not compulsory when announcing an estimate of a dividend or distribution.
Dividend/distribution reinvestment plans (DRP) - where an entity has a DRP or other plan in place, ASX requests that the entity make it clear in the announcement whether the DRP will operate or will be suspended for that particular dividend or distribution. If the DRP will operate, the following information should also be given:

o the last date for electing to participate in the DRP (question 4A.2 in the online form);
o the discount rate, if applicable (question 4A.3 in the online form);
o the ranking of the securities to be issued pursuant to the DRP (question 4A.8a in the online form); and
o pricing period and the pricing methodology for determining the issue price under the DRP (questions 4A.4 and 4A.5 in the online form).

If at the time when the dividend or distribution is announced it has not been decided by the entity whether the DRP will operate, or the above details are not known, the entity should give an indication of when the entity expects to confirm details of the DRP's operation (using Part 5 Further information if advising by online form).

If you have any questions please contact your listings adviser or email: onlineforms@asx.com.au.
2. ASX online forms for announcing corporate actions
The enhanced ASX online forms for announcing corporate actions came into effect on Monday 29 June 2015. From this date it became mandatory to announce dividends/distributions, interest payments, security splits/consolidations and cash capital returns by filling in and submitting an online form.

When lodging online forms, please keep the following points in mind.

Where both a special and ordinary dividend with the same record and payment dates are being paid, only one online form providing details for both dividends should be submitted. If separate online forms are lodged for each dividend, the entity will need to cancel the submitted forms and re-lodge a single online form, containing details for both the special and ordinary dividends.
Where two online forms need to be lodged for the same type of corporate actions for two different periods (for example, if say the first dividend has record and payment dates in September, and the second dividend has record and payment dates in December), please ensure that the online forms are lodged and released on separate days.
The PDF automatically generated from the dividend/distribution online form extracts key information about the payment (such as the amount, the ex date, the record date and the payment date) and places it at the front of the PDF. If you want additional information that may be important to shareholders (for example, information about franking) to also appear in this summary section, this can be done by placing that information in box 5.2.
If you intend to lodge an online form for another corporate action in addition to an online form for a split/consolidation event, please consult your ASX listings adviser first.

Further information about ASX online forms for announcing corporate actions (including a recording of a webinar held in June 2015) is available on the log-in page for ASX Online. If you have any questions please contact your listings adviser or email: onlineforms@asx.com.au.
3. New Foreign Exempt Listing Rules
Following a period of consultation, ASX has received regulatory approval to amend its Listing Rules to facilitate dual listings by New Zealand companies with a primary listing on the main board of the New Zealand Exchange (NZX).

The new rules came into effect on 8 September 2015.

An entity with its primary listing on NZX that is currently admitted as an ASX Listing may be able to apply to change its admission category to an ASX Foreign Exempt Listing if it meets certain conditions.

The following is a summary of the amendments.

To be eligible for admission as an ASX Foreign Exempt Listing, an entity with its primary listing on NZX must meet the profit test in Listing Rule 1.2 or assets test in Listing rule 1.3 (excluding Listing Rules 1.3.2 and 1.3.3(a)), rather than the much higher tests that normally apply to ASX Foreign Exempt Listings under Listing Rules 1.12 and 1.13.
An entity with its primary listing on NZX is not required to meet a spread test that would normally apply to ASX Foreign Exempt Listings under Listing Rule 1.11 condition 8.
An entity with its primary listing on NZX must apply for and be granted quotation of all the securities that are in the class for which quotation is sought (ie it cannot apply for quotation of part only of the class).
The ''good fame and character'' test will apply to the directors of an entity with its primary listing on NZX that is seeking admission as an ASX Foreign Exempt Listing.
All ASX Foreign Exempt Listings must inform ASX before and after admission of any waivers they are granted from the rules of their home exchange.
By no later than the lodgement of the full year accounts with ASX in each year, all ASX Foreign Exempt Listings must give ASX, for release to the market, a statement that they continue to comply with the listing rules (or their equivalent) of their home exchange.
All ASX Foreign Exempt Listings must apply to ASX for a trading halt or suspension if their securities are placed in a trading halt or suspension on their home exchange.

The new rules are set out on ASX's website at http://www.asx.com.au/regulation/rules/asx-listing-rules.htm.

ASX and NZX have also recently adopted a protocol describing the cooperation between the two exchanges in relation to matters impacting on the trading of securities in dual listed entities, including entities admitted as ASX Foreign Exempt Listings under the proposed new rules. The protocol will include arrangements in relation to communication and coordination of trading halts and suspensions of securities in dual listed entities.
4. Next non-business day
ASX reminds listed entities that the next non-Business Day is Monday 5 October 2015, a Labour Day holiday in NSW. While this is a trading day on ASX, it is not a settlement day for ASX Settlement (CHESS) and therefore not a Business Day under the Listing Rules. ASX Market Announcements will however be open on that day. Please take this into account in planning the timetable for any corporate action that will run over a period including that date.
5. Daylight savings
Daylight saving commences in New South Wales, the Australian Capital Territory, Victoria, Tasmania and South Australia at 2 a.m. EST on Sunday 4 October 2015, and will end at 3 a.m. on Sunday 3 April 2016. Daylight saving is not observed in Queensland, Western Australia or the Northern Territory.

As WA will be 3 hours behind Sydney time during daylight saving, ASX Market Announcements will stay open until 8.30 p.m. Sydney time (5.30 p.m. WST) starting on Monday 5 October 2015.

ASX Market Announcements will revert to its usual 7.30 pm Sydney time closing time when daylight saving has ended. A Listed Entities Update reminding companies of the change will be released closer to that time.
6. Periodic report due date reminder
Listed entities are reminded of upcoming deadlines for periodic reports:

Statutory Audited Annual Accounts, 30 June balance date: Wednesday 30 September 2015
Quarterly Reports for Mining and Commitments Test Entities: Friday 30 October 2015
Annual Reports, 30 June balance date: Monday 2 November 2015
7. ASX Listing Rules - LexisNexis ASX Alerts
Subscribers to the ASX Listing Rules published by our authorised publisher, LexisNexis, can now sign up to receive a notification each time the ASX Listing Rules are amended. The notification will be sent on the effective date of the amendments. It will outline the amendments made and will contain links that will take subscribers straight to the new or amended chapters, appendices or guidance notes on the LexisNexis Australia online platform. The notification will also allow subscribers to access the update notice that accompanies each amendment.

In order to access the links, you will need an online subscription to the ASX Listing Rules, published by LexisNexis. For more information or to register your interest, please contact Siti Muhammad at LexisNexis (siti.muhammad@lexisnexis.com.au or telephone 61 2 9422 2482).
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